Chapter 180

180.0631(3)(b) (b) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation, except in the case of an investment company that has authorized an indefinite number of shares. The board of directors may adopt articles of amendment under this paragraph without shareholder action and deliver them to the department for filing. The articles shall include all of the following information:

180.0631(3)(b)1. 1. The name of the corporation.

180.0631(3)(b)2. 2. The reduction in the number of authorized shares, itemized by class and series.

180.0631(3)(b)3. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

180.0631(3)(b)4. 4. A statement that the amendment was adopted by the board of directors and that shareholder action was not required.

180.0631(4) (4) Sections 180.0621 to 180.0628, as they apply to the issuance of shares, apply to the issuance of treasury shares.

180.0631(5) (5) Treasury shares existing on December 31, 1990, remain treasury shares until disposed of, canceled or restored to the status of authorized but unissued shares by action of the board of directors or shareholders.

180.0631 History History: 1989 a. 303; 1991 a. 16; 1995 a. 27, 271.

180.0640 180.0640 Distributions to shareholders.

180.0640(1) (1) The board of directors may authorize and the corporation may make distributions to its shareholders, subject to sub. (3) and any restriction by the articles of incorporation.

180.0640(2) (2) The record date for determining shareholders entitled to a distribution, other than a distribution involving a purchase, redemption or other acquisition of the corporation’s shares, is the date on which the board of directors authorizes the distribution, unless the board of directors fixes a different record date.

180.0640(3) (3) No distribution may be made if, after giving it effect, any of the following would occur:

180.0640(3)(a) (a) The corporation would not be able to pay its debts as they become due in the usual course of business.

180.0640(3)(b) (b) The corporation’s total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

180.0640(4) (4) The board of directors may base a determination that sub. (3) does not prohibit a distribution on financial statements and other financial data prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

180.0640(5) (5) Except as provided in sub. (7), the effect of a distribution for purposes of sub. (3) is measured as of the following dates:

180.0640(5)(a) (a) In the case of distribution by purchase, redemption or other acquisition of the corporation’s shares, as of the earlier of the following:

180.0640(5)(a)1. 1. The date on which money or other property is transferred or debt is incurred by the corporation.

180.0640(5)(a)2. 2. The date on which the shareholder ceases to be a shareholder with respect to the acquired shares.

180.0640(5)(b) (b) In the case of any other distribution of indebtedness, as of the date on which the indebtedness is distributed.

180.0640(5)(c) (c) In all other cases, as of the following:

180.0640(5)(c)1. 1. The date on which the distribution is authorized if the payment occurs within 120 days after the date of authorization.

180.0640(5)(c)2. 2. The date on which the payment is made if payment occurs more than 120 days after the date of authorization.

180.0640(6) (6) A corporation’s indebtedness to a shareholder incurred because of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. This subsection does not affect the validity or priority of a security interest in corporation property created to secure indebtedness incurred because of a distribution.

180.0640(7) (7) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under sub. (3) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date on which the payment is actually made.

180.0640 History History: 1989 a. 303; 1995 a. 400.

subch. VII of ch. 180 SUBCHAPTER VII

SHAREHOLDERS

180.0701 180.0701 Annual meeting.

180.0701(1) (1) Except as provided in sub. (4), a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.

180.0701(2) (2) 

180.0701(2)(a) (a) Subject to par. (b), a corporation may hold the annual shareholders’ meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. Subject to par. (b), if no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office.

180.0701(2)(b) (b) A corporation’s bylaws may authorize the board of directors, in its sole discretion, to determine that the annual shareholders’ meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized under s. 180.0709.

180.0701(3) (3) Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.

180.0701(4) (4) If so provided in the articles of incorporation or bylaws of an investment company, the investment company is not required to hold an annual meeting of shareholders in any year in which none of the following matters is required to be acted on by the shareholders under 15 USC 80a-1 to 80a-64:

180.0701(4)(a) (a) Election of directors.

180.0701(4)(b) (b) Approval of the investment advisory agreement.

180.0701(4)(c) (c) Ratification of the selection of independent certified public accountants licensed or certified under ch. 442.

180.0701(4)(d) (d) Approval of a distribution agreement.

180.0701 History History: 1989 a. 303; 1995 a. 271; 2001 a. 16; 2017 a. 79.

180.0702 180.0702 Special meeting.

180.0702(1) (1) A corporation shall hold a special meeting of shareholders if any of the following occurs:

180.0702(1)(a) (a) A special meeting is called by the board of directors or any person authorized by the articles of incorporation or bylaws to call a special meeting.

180.0702(1)(b) (b) The holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing one or more purposes for which it is to be held.

180.0702(2) (2) If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to demand a special meeting is the date that the first shareholder signs the demand.

180.0702(3) (3) 

180.0702(3)(a) (a) Subject to par. (b), a corporation may hold a special shareholders’ meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. Subject to par. (b), if no place is stated in or fixed in accordance with the bylaws, the corporation shall hold a special meeting at its principal office.

180.0702(3)(b) (b) A corporation’s bylaws may authorize the board of directors, in its sole discretion, to determine that a special shareholders’ meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized under s. 180.0709.

180.0702(4) (4) Only business within the purpose described in the meeting notice required by s. 180.0705 (2) (b) may be conducted at a special shareholders’ meeting.

180.0702 History History: 1989 a. 303; 2017 a. 79.

180.0703 180.0703 Court-ordered meeting.

180.0703(1) (1) The circuit court for the county where a corporation’s principal office or, if none in this state, its registered office is located may, after notice to the corporation and an opportunity to be heard, order a meeting to be held on petition of a shareholder of the corporation who satisfies any of the following:

180.0703(1)(a) (a) Is entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of 6 months after the end of the corporation’s fiscal year or 15 months after its last annual meeting and the corporation is required to hold an annual meeting under s. 180.0701 (1).

180.0703(1)(b) (b) Signed a demand for a special meeting valid under s. 180.0702, if the corporation failed to do any of the following:

180.0703(1)(b)1. 1. Give notice of the special meeting within 30 days after the date that the demand was delivered to the corporation.

180.0703(1)(b)2. 2. Hold the special meeting in accordance with the notice.

180.0703(2) (2) The court may fix the time and place of the meeting or determine that the meeting shall be held solely by means of remote communication as authorized under s. 180.0709 and require that the meeting be called and conducted in accordance with the corporation’s articles of incorporation and bylaws in so far as possible, except that the court may do all of the following:

180.0703(2)(a) (a) Fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters.

180.0703(2)(b) (b) Enter other orders necessary to accomplish the purpose of the meeting.

180.0703 History History: 1989 a. 303; 2017 a. 79.

180.0704 180.0704 Action without meeting.

180.0704(1) (1) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting in any of the following ways:

180.0704(1)(a) (a) Without action by the board of directors, by all shareholders entitled to vote on the action.

180.0704(1)(b) (b) If the articles of incorporation so provide, by shareholders who would be entitled to vote at a meeting those shares with voting power to cast not less than the minimum number or, in the case of voting by voting groups, numbers of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted, except action may not be taken under this paragraph with respect to an election of directors for which shareholders may vote cumulatively under s. 180.0728.

180.0704(2) (2) Action under sub. (1) must be evidenced by one or more written consents describing the action taken, signed by the number of shareholders necessary to take the action under sub. (1) (a) or (b) and delivered to the corporation for inclusion in the corporate records.

180.0704(3) (3) Action taken under sub. (1) is effective when consents representing the required number of shares are delivered to the corporation, unless the consent specifies a different effective date. Within 10 days after action taken under sub. (1) (b) is effective, the corporation shall give notice of the action to shareholders who, on the record date determined under sub. (4), were entitled to vote on the action but whose shares were not represented on the written consent. The notice shall comply with s. 180.0141.

180.0704(4) (4) If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to take action without a meeting is the date that the first shareholder signs the consent under sub. (1).

180.0704(5) (5) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

180.0704(6) (6) If this chapter requires that notice of proposed action be given to shareholders who are not entitled to vote on the action and the action is to be taken under this section, the corporation shall give those nonvoting shareholders written notice of the proposed action at least 10 days before the action becomes effective. The notice shall comply with s. 180.0141 and shall contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

180.0704(7) (7) Any person executing a consent may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and, for purposes of this section, if evidence of such instruction or provision is provided to the corporation, such later effective time shall serve as of the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

180.0704 History History: 1989 a. 303; 2021 a. 258.

180.0705 180.0705 Notice of meeting.

180.0705(1) (1) A corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders’ meeting not less than 10 days nor more than 60 days before the meeting date, unless a different time is provided by this chapter, the articles of incorporation, or the bylaws. If the board of directors has authorized participation by means of remote communication under s. 180.0709, the notice shall also describe the means of remote communication to be used. The notice shall comply with s. 180.0141. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

180.0705(2) (2) 

180.0705(2)(a) (a) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose for which the meeting is called.

180.0705(2)(b) (b) Notice of a special meeting shall include a description of each purpose for which the meeting is called.

180.0705(3) (3) If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the close of business on the day before the first notice is given to shareholders.

180.0705(4) (4) 

180.0705(4)(a) (a) Unless the bylaws require otherwise and except as provided in par. (b), if an annual or special shareholders’ meeting is adjourned to a different date, time, or place or will be held by a new means of remote communication, the corporation is not required to give notice of the new date, time, place, or means of remote communication if the new date, time, place, or means of remote communication is announced at the meeting before adjournment.

180.0705(4)(b) (b) If a new record date for an adjourned meeting is or must be fixed under s. 180.0707 (3), the corporation shall give notice of the adjourned meeting under this section to persons who are shareholders as of the new record date.

180.0705 History History: 1989 a. 303; 2017 a. 79.

180.0706 180.0706 Waiver of and exemption from notice.

180.0706(1) (1) A shareholder may waive any notice required by this chapter, the articles of incorporation or the bylaws at any time. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under any applicable provisions of this chapter, except that the time and place of meeting need not be stated, and be delivered to the corporation for inclusion in the corporate records.

180.0706(2) (2) A shareholder’s attendance at a meeting, whether physical or remote, in person or by proxy, waives objection to all of the following:

180.0706(2)(a) (a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.

180.0706(2)(b) (b) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

180.0706(3) (3) 

180.0706(3)(a) (a) Except as provided in par. (b), any notice required to be given by a corporation to a shareholder under this chapter is not required to be given if any of the following applies:

180.0706(3)(a)1. 1. Notice of 2 consecutive annual meetings, and all notices of meetings during the period between these annual meetings, have been sent to the shareholder at the shareholder’s address as shown on the records of the corporation and have been returned as undeliverable.